BY-LAWS
OF
LORD ABBETT DELTA FUND
As adopted on October 13, 2000
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ARTICLE I Definitions.............................................................................1
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ARTICLE II Offices and Seal........................................................................1
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Section II.1. Principal Office..................................................................1
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Section II.2. Other Offices.....................................................................1
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Section II.3. Seal..............................................................................1
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ARTICLE III Shareholders............................................................................2
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Section III.1. Meetings.........................................................................2
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Section III.2. Place of Meeting.................................................................2
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Section III.3. Notice of Meetings...............................................................2
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Section III.4. Shareholders Entitled to Vote....................................................2
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Section III.5. Quorum...........................................................................3
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Section III.6. Adjournment......................................................................3
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Section III.7. Proxies..........................................................................3
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Section III.8. Inspection of Records............................................................3
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Section III.9. Record Dates.....................................................................3
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ARTICLE IV Meetings of Trustees....................................................................4
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Section IV.1. Regular Meetings..................................................................4
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Section IV.2. Special Meetings..................................................................4
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Section IV.3. Notice............................................................................4
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Section IV.4. Waiver of Notice..................................................................4
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Section IV.5. Adjournment and Voting............................................................4
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Section IV.6. Compensation......................................................................4
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Section IV.7. Quorum............................................................................4
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ARTICLE V Executive Committee and Other Committees................................................5
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Section V.1. How Constituted....................................................................5
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Section V.2. Powers of the Executive Committee..................................................5
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Section V.3. Other Committees of Trustees.......................................................5
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Section V.4. Proceedings, Quorum and Manner of Acting...........................................5
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Section 5.5. Other Committees...................................................................5
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ARTICLE VI Officers................................................................................6
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Section VI.1. General...........................................................................6
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Section VI.2. Election, Term of Office and Qualifications.......................................6
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Section VI.3. Resignations and Removals.........................................................6
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Section VI.4. Vacancies and Newly Created Offices...............................................6
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Section VI.5. Chairman of the Board.............................................................7
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Section VI.6. President.........................................................................7
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Section VI.7. Vice President....................................................................7
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Section VI.8. Chief Financial Officer, Treasurer and Assistant Treasurers.......................7
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Section VI.9. Secretary and Assistant Secretaries...............................................8
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Section VI.10. Subordinate Officers.............................................................8
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Section VI.11. Surety Bonds.....................................................................8
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ARTICLE VII Execution of Instruments; Voting of Securities..........................................8
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Section VII.1. Execution of Instruments.........................................................8
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Section VII.2. Voting of Securities.............................................................9
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ARTICLE VIII Fiscal Year; Accountants....................................................................9
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Section VIII.1. Fiscal Year.....................................................................9
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Section VIII.2. Accountants.....................................................................9
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ARTICLE IX Amendments; Compliance with Investment Company Act......................................9
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Section IX.1. Amendments........................................................................9
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Section IX.2. Compliance with Investment Company Act............................................9
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BY-LAWS
OF
LORD ABBETT DELTA FUND
ARTICLE I
Definitions
The terms "Affiliated Person," "Commission," "Interested
Person," "Investment Adviser," "Majority Shareholder Vote," "1940 Act",
"Principal Underwriter," "Series," "Series Majority Shareholder Vote,"
"Shareholder," "Shares," "Trust," "Trust Property," and "Trustees" have the
meanings given them in the Declaration and Agreement of Trust (the
"Declaration") of Lord Abbett Delta Fund dated October , 2000, as amended from
time to time.
ARTICLE II
Offices and Seal
Section II.1. Principal Office - The principal office of the
Trust shall be located in Jersey City, New Jersey.
Section II.2. Other Offices - The Trust may establish and
maintain such other offices and places of business within or without the State
of New Jersey as the Trustees may from time to time determine.
Section II.3. Seal - The seal of the Trust shall be circular
in form and shall bear the name of the Trust, the year of its organization, and
the words "Common Seal" and "A Delaware Business Trust." The form of the seal
shall be subject to alteration by the Trustees and the seal may be used by
causing it or a facsimile to be impressed or affixed or printed or otherwise
reproduced. Any officer or Trustee of the Trust shall have authority to affix
the seal of the Trust to any document requiring the same but, unless otherwise
required by the Trustees, the seal shall not be necessary to be placed on, and
its absence shall not impair the validity of, any document, instrument or other
paper executed and delivered by or on behalf of the Trust.
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ARTICLE III
Shareholders
Section III.1. Meetings - A Shareholders' meeting for the
election of Trustees and the transaction of other proper business shall be held
when authorized or required by the Declaration.
Section III.2. Place of Meeting - All Shareholders' meetings
shall be held at such place within or without the State of New Jersey as the
Trustees shall designate.
Section III.3. Notice of Meetings - Notice of all
Shareholders' meetings, stating the time, place and purpose of the meeting,
shall be given by the Secretary or an Assistant Secretary of the Trust by mail
to each Shareholder entitled to notice of and to vote at such meeting at his
address of record on the register of the Trust. Such notice shall be mailed at
least 10 days and not more than 90 days before the meeting. Such notice shall be
deemed to be given when deposited in the United States mail, with postage
thereon prepaid. Any adjourned meeting may be held as adjourned without further
notice. No notice need be given (a) to any shareholder if a written waiver of
notice, executed before or after the meeting by such Shareholder or his attorney
thereunto duly authorized, is filed with the records of the meeting, or (b) to
any Shareholder who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him. A waiver of notice need not specify
the purposes of the meeting.
Section III.4. Shareholders Entitled to Vote - If, pursuant to
Section 3.9 hereof, a record date has been fixed for the determination of
Shareholders entitled to notice of and to vote at any Shareholders' meeting,
each Shareholder of the Trust entitled to vote in accordance with the applicable
provisions of the Declaration, shall be entitled to vote, in person or by proxy,
each Share or fraction thereof standing in his name on the register of the Trust
at the time of determining net asset value on such record date. If the
Declaration or the 1940 Act requires that Shares be voted by Series, each
Shareholder shall only be entitled to vote, in person or by proxy, each Share or
fraction thereof of such Series standing in his name on the register of the
Trust at the time of determining net asset value on such record date. If no
record date has been fixed for the determination of Shareholders entitled to
notice of and to vote at a Shareholders' meeting, such record date shall be at
the close of business on the day on which notice of the meeting is mailed or, if
notice is waived by all Shareholders, at the close of business on the tenth day
next preceding the day on which the meeting is held.
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Section III.5. Quorum - The presence at any Shareholders'
meeting, in person or by proxy, of Shareholders entitled to cast a third of the
votes thereat shall be a quorum for the transaction of business, unless
applicable law requires a larger number.
Section III.6. Adjournment - The holders of a majority of the
Shares entitled to vote at the meeting and present thereat, in person or by
proxy, whether or not constituting a quorum, or, if no Shareholder entitled to
vote is present thereat in person or by proxy, any Trustee or officer present
thereat entitled to preside or act as Secretary of such meeting may adjourn the
meeting sine die or from time to time. Any business that might have been
transacted at the meeting originally called may be transacted at any such
adjourned meeting at which a quorum is present.
Section III.7. Proxies - Shares may be voted in person or by
proxy. Any Shareholder may give authorization by telephone, facsimile, or the
internet for another person to execute his or her proxy. When any Share is held
jointly by several persons, any one of them may vote at any meeting, in person
or by proxy, in respect of such Share unless at or prior to exercise of the vote
the Trustees receive a specific written notice to the contrary from any one of
them. If more than one such joint owner shall be present at such meeting, in
person or by proxy, and such joint owners or their proxies so present disagree
as to any vote cast, such vote shall not be received in respect of such Share. A
proxy purporting to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. Unless otherwise specifically limited
by their terms, proxies shall entitle the holder thereof to vote at any
adjournment of a meeting.
Section III.8. Inspection of Records - The records of the
Trust shall be open to inspection by Shareholders as is permitted shareholders
of a Delaware business trust.
Section III.9. Record Dates - The Trustees may fix in advance
a date as a record date for the purpose of determining the Shareholders who are
entitled to notice of and to vote at any meeting or any adjournment thereof, or
to express consent in writing without a meeting to any action of the Trustees,
or who shall receive payment of any dividend or of any other distribution, or
for the purpose of any other lawful action, provided that such record date shall
be not more than 90 days before the date on which the particular action
requiring such determination of Shareholders is to be taken. In such case,
subject to the provisions of Section 3.4, each eligible Shareholder of record on
such record date shall be entitled to notice of, and to vote at, such meeting or
adjournment, or to express such consent, or to receive payment of such dividend
or distribution or to take such other action, as the case may be,
notwithstanding any transfer of Shares on the register of the Trust after the
record date.
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ARTICLE IV
Meetings of Trustees
Section IV.1. Regular Meetings - The Trustees from time to
time shall provide by resolution for the holding of regular meetings for the
election of officers and the transaction of other proper business and shall fix
the place and time for such meetings to be held within or without the State of
New Jersey.
Section IV.2. Special Meetings - Special meetings of the
Trustees shall be held whenever called by the Chairman of the Board, the
President (or, in the absence or disability of the President, by any Vice
President), the Chief Financial Officer, the Secretary or two or more Trustees,
at the time and place within or without the State of New Jersey specified in the
respective notices or waivers of notice of such meetings.
Section IV.3. Notice - No notice of regular meetings of the
Trustees shall be required except as required by the Investment Company Act of
1940, as amended. Notice of each special meeting shall be mailed to each
Trustee, at his residence or usual place of business, at least two days before
the day of the meeting, or shall be directed to him at such place by telegraph,
telecopy or cable, or be delivered to him personally not later than the day
before the day of the meeting. Every such notice shall state the time and place
of the meeting but need not state the purposes thereof, except as otherwise
expressly provided by these By-Laws or by statute. No notice of adjournment of a
meeting of the Trustees to another time or place need be given if such time and
place are announced at such meeting.
Section IV.4. Waiver of Notice - Notice of a meeting need not
be given to any Trustee if a written waiver of notice, executed by him before or
after the meeting, is filed with the records of the meeting, or to any Trustee
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him. A waiver of notice need not specify the purposes of
the meeting.
Section IV.5. Adjournment and Voting - At all meetings of the
Trustees, a majority of the Trustees present, whether or not constituting a
quorum, may adjourn the meeting, from time to time. The action of a majority of
the Trustees present at a meeting at which a quorum is present shall be the
action of the Trustees unless the concurrence of a greater proportion is
required for such action by law, by the Declaration or by these By-Laws.
Section IV.6. Compensation - Each Trustee may receive such
remuneration for his services as such as shall be fixed from time to time by
resolution of the Trustees.
Section IV.7. Quorum - One-third of the Trustees present at a
meeting shall constitute a quorum for the transaction of business, but in no
case shall a quorum be less than two Trustees.
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ARTICLE V
Executive Committee and Other Committees
Section V.1. How Constituted - The Trustees may, by
resolution, designate one or more committees, including an Executive Committee,
an Audit Committee and a Committee on Administration, each consisting of at
least two Trustees. The Trustees may, by resolution, designate one or more
alternate members of any committee to serve in the absence of any member or
other alternate member of such committee. Each member and alternate member of a
committee shall be a Trustee and shall hold office at the pleasure of the
Trustees. The Chairman of the Board and the President shall be members of the
Executive Committee.
Section V.2. Powers of the Executive Committee - Unless
otherwise provided by resolution of the Trustees, the Executive Committee shall
have and may exercise all of the power and authority of the Trustees, provided
that the power and authority of the Executive Committee shall be subject to the
limitations contained in the Declaration.
Section V.3. Other Committees of Trustees - To the extent
provided by resolution of the Trustees, other committees shall have and may
exercise any of the power and authority that may lawfully be granted to the
Executive Committee.
Section V.4. Proceedings, Quorum and Manner of Acting - In the
absence of appropriate resolution of the Trustees, each committee may adopt such
rules and regulations governing its proceedings, quorum and manner of acting as
it shall deem proper and desirable, provided that the quorum shall not be less
than two Trustees. In the absence of any member or alternate member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a Trustee to act in the place of such absent
member or alternate member.
Section 5.5. Other Committees - The Trustees may appoint other
committees, each consisting of one or more persons who need not be Trustees.
Each such committee shall have such powers and perform such duties as may be
assigned to it from time to time by the Trustees, but shall not exercise any
power which may lawfully be exercised only by the Trustees or a committee
thereof.
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ARTICLE VI
Officers
Section VI.1. General - The designated officers of the Trust
shall be a Chairman of the Board, a President, a Secretary, a Chief Financial
Officer, a Treasurer and may include one or more Vice Presidents (one or more of
whom may be Executive Vice Presidents), one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 6.10 of this Article VI.
Section VI.2. Election, Term of Office and Qualifications -
The designated officers of the Trust and any Series thereof (except those
appointed pursuant to Section 6.10) shall be elected by the Trustees at any
regular or special meeting of the Trustees. Except as provided in Sections 6.3
and 6.4 of this Article VI, each officer elected by the Trustees shall hold
office until his successor shall have been chosen and qualified. Any two
offices, except those of the President and a Vice President, may be held by the
same person, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity if such instrument be required by law, the Declaration
or these By-Laws to be executed, acknowledged or verified by any two or more
officers. The Chairman of the Board and the President shall be selected from
among the Trustees and may hold such offices only so long as they continue to be
Trustees. Any Trustee or officer may be but need not be a Shareholder of the
Trust.
Section VI.3. Resignations and Removals - Any officer may
resign his office at any time by delivering a written resignation to the
Trustees, the President, the Secretary or any Assistant Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Any officer may be removed from office with or without cause by the vote of a
majority of the Trustees at any regular meeting or any special meeting. Except
to the extent expressly provided in a written agreement with the Trust, no
officer resigning and no officer removed shall have any right to any
compensation for any period following his resignation or removal or any right to
damages on account of such removal.
Section VI.4. Vacancies and Newly Created Offices - If any
vacancy shall occur in any office by reason of death, resignation, removal,
disqualification or other cause, or if any new office shall be created, such
vacancies or newly created offices may be filled by the Trustees at any regular
or special meeting or, in the case of any office created pursuant to Section
6.10 of this Article VI, by any officer upon whom such power shall have been
conferred by the Trustees.
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Section VI.5. Chairman of the Board - The Chairman of the
Board shall be the chief executive officer of the Trust and each Series thereof,
shall preside at all Shareholders' meetings and at all meetings of the Trustees
and shall be ex officio a member of all committees of the Trustees and each
Series thereof, except the Audit Committee. Subject to the supervision of the
Trustees, he shall have general charge of the business of the Trust and each
Series thereof, the Trust Property and the officers, employees and agents of the
Trust and each Series thereof. He shall have such other powers and perform such
other duties as may be assigned to him from time to time by the Trustees.
Section VI.6. President - The President shall be the chief
operating officer of the Trust and each Series thereof and, at the request of or
in the absence or disability of the Chairman of the Board, he shall preside at
all Shareholders' meetings and at all meetings of the Trustees and shall in
general exercise the powers and perform the duties of the Chairman of the Board.
Subject to the supervision of the Trustees and such direction and control as the
Chairman of the Board may exercise, he shall have general charge of the
operations of the Trust and each Series thereof and its officers, employees and
agents. He shall exercise such other powers and perform such other duties as
from time to time may be assigned to him by the Trustees.
Section VI.7. Vice President - The Trustees may, from time to
time, designate and elect one or more Vice Presidents who shall have such powers
and perform such duties as from time to time may be assigned to them by the
Trustees or the President. At the request or in the absence or disability of the
President, the Executive Vice President (or, if there are two or more Executive
Vice Presidents, the senior in length of time in office or if there is no
Executive Vice President in the absence of both the President and any Executive
Vice President, the Vice President who is senior in length of time in office of
the Vice Presidents present and able to act) may perform all the duties of the
President.
Section VI.8. Chief Financial Officer, Treasurer and Assistant
Treasurers - The Chief Financial Officer shall be the principal financial and
accounting officer of the Trust and each Series thereof and shall have general
charge of the finances and books of account of the Trust and each Series
thereof. Except as otherwise provided by the Trustees, he shall have general
supervision of the funds and property of the Trust and each Series thereof and
of the performance by the custodian appointed pursuant to Section 2.1 (paragraph
r) of the Declaration of its duties with respect thereto. The Chief Financial
Officer shall render a statement of condition of the finances of the Trust and
each Series thereof to the Trustees as often as they shall require the same and
he shall in general perform all the duties incident to the office of the Chief
Financial Officer and such other duties as from time to time may be assigned to
him by the Trustees.
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The Treasurer or any Assistant Treasurer may perform such
duties of the Chief Financial Officer as the Chief Financial Officer or the
Trustees may assign. In the absence of the Chief Financial Officer, the
Treasurer may perform all duties of the Chief Financial Officer. In the absence
of the Chief Financial Officer and the Treasurer, any Assistant Treasurer may
perform all duties of the Chief Financial Officer.
Section VI.9. Secretary and Assistant Secretaries - The
Secretary shall attend to the giving and serving of all notices of the Trust and
each Series thereof and shall record all proceedings of the meetings of the
Shareholders and Trustees in one or more books to be kept for that purpose. He
shall keep in safe custody the seal of the Trust, and shall have charge of the
records of the Trust and each Series thereof, including the register of shares
and such other books and papers as the Trustees may direct and such books,
reports, certificates and other documents required by law to be kept, all of
which shall at all reasonable times be open to inspection by any Trustee. He
shall perform such other duties as appertain to his office or as may be required
by the Trustees.
Any Assistant Secretary may perform such duties of the
Secretary as the Secretary or the Trustees may assign, and, in the absence of
the Secretary, he may perform all the duties of the Secretary.
Section VI.10. Subordinate Officers - The Trustees from time
to time may appoint such other subordinate officers or agents as they may deem
advisable, each of whom shall have such title, hold office for such period, have
such authority and perform such duties as the Trustees may determine. The
Trustees from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and the prescribe their
respective rights, terms of office, authorities and duties.
Section VI.11. Surety Bonds - The Trustees may require any
officer or agent of the Trust and any Series thereof to execute a bond
(including, without limitation, any bond required by the 1940 Act and the rules
and regulations of the Commission) to the Trustees in such sum and with such
surety or sureties as the Trustees may determine, conditioned upon the faithful
performance of his duties to the Trust, including responsibility for negligence
and for the accounting of any of the Trust Property that may come into his
hands. In any such case, a new bond of like character shall be given at least
every six years, so that the date of the new bond shall not be more than six
years subsequent to the date of the bond immediately preceding.
ARTICLE VII
Execution of Instruments; Voting of Securities
Section VII.1. Execution of Instruments - All deeds,
documents, transfers, contracts, agreements, requisitions, orders, promissory
notes, assignments, endorsements, checks and drafts for the payment of money by
the Trust or any Series thereof, and any other instruments requiring execution
either in the name of the Trust or the names of the Trustees or otherwise may be
signed by the Chairman, the President, a Vice President or the Secretary and by
the Chief Financial Officer, Treasurer or an Assistant Treasurer, or as the
Trustees may otherwise, from time to time, authorize, provided that instructions
in connection with the execution of portfolio securities transactions may be
signed by one such officer. Any such authorization may be general or confined to
specific instances.
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Section VII.2. Voting of Securities - Unless otherwise ordered
by the Trustees, the Chairman, the President or any Vice President shall have
full power and authority on behalf of the Trustees to attend and to act and to
vote, or in the name of the Trustees to execute proxies to vote, at any meeting
of stockholders of any company in which the Trust may hold stock. At any such
meeting such officer shall possess and may exercise (in person or by proxy) any
and all rights, powers and privileges incident to the ownership of such stock.
The Trustees may by resolution from time to time confer like powers upon any
other person or persons.
ARTICLE VIII
Fiscal Year; Accountants
Section VIII.1. Fiscal Year - The fiscal year of the Trust and
any Series thereof shall be established by resolution of the Trustees.
Section VIII.2. Accountants - (a) The Trustees shall employ a
public accountant or a firm of independent public accountants as their
accountant to examine the accounts of the Trust and each Series thereof and to
sign and certify at least annually financial statements filed by the Trust. The
accountant's certificates and reports shall be addressed both to the Trustees
and to the Shareholders.
(b) A majority of the Trustees who are not Interested Persons
of the Trust shall select the accountant at any meeting held before the initial
registration statement of the Trust becomes effective, and thereafter shall
select the accountant annually by votes, cast in person, at a meeting held
within 90 days before or after the beginning of the fiscal year of the Trust.
(c) Any vacancy occurring due to the death or resignation of
the accountant may be filled at a meeting called for the purpose by the vote,
cast in person, of a majority of those Trustees who are not Interested Persons
of the Trust.
ARTICLE IX
Amendments; Compliance with Investment Company Act
Section IX.1. Amendments - These By-Laws may be amended or
repealed, in whole or in part, by a majority of the Trustees then in office at
any meeting of the Trustees, or by one or more writings signed by such a
majority.
Section IX.2. Compliance with Investment Company Act - No
provision of these By-Laws shall be given effect to the extent inconsistent with
the requirements of the Investment Company Act of 1940, as amended.
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